of circulee GmbH | Status 02.02.2022
§ 1 APPLICABILITY
All our deliveries, services and offers to you are based exclusively on these terms and conditions.
- Our offer is exclusively directed to entrepreneurs in the sense of § 14 BGB (German Civil Code), i.e. to a natural or legal person or an entity with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding the contract.
- Your terms and conditions of business or the terms and conditions of business of third parties shall not apply, even if we do not separately object to their validity in individual cases. Even if we refer to letters, e-mails, or faxes containing or referring to your terms and conditions of business or the terms and conditions of business of a third party, this shall not constitute any agreement to the inclusion of such terms and conditions of business. Conflicting terms and conditions of business shall only apply if we expressly agree to them in writing.
§ 2 OFFER, CONCLUSION OF THE CONTRACT AND SUBJECT MATTER OF THE CONTRACT
- Unless otherwise stated, our offer is for pre-used equipment, but not newly manufactured items. The condition and scope of the items on offer can be found in the item descriptions. Unless otherwise agreed, all offered items are delivered without software and accessories.
- All our offers are subject to change and non-binding.
- By placing an order with us, you make a binding offer to purchase the (desired) equipment. You are bound by your offer until the end of the seventh business day following the day on which we receive the offer.
- After receipt of your offer, you will receive an automatic notification of receipt of your submitted order. Such confirmation of receipt does not constitute a binding acceptance of your offer, unless we expressly declare acceptance at the same time as confirming receipt.
- Your offer has only been accepted by us when we declare acceptance or send you the ordered equipment.
- You acquire the ordered items including any operating software designated in the offer description. If operating software is supplied, it is installed on the devices in executable form (object code). Source codes are not supplied. You receive the simple (non-exclusive) right to use the operating software in perpetuity as a component of the respective devices. You may only use the operating software for its intended purpose and in accordance with the provisions of the manufacturer or licensor. We draw your attention to the fact that hardware and operating software may be subject to export restrictions, which you are responsible for observing yourself when shipping the devices.
- Set-up, installation, instruction, training, maintenance of the operating system software and the standard drivers as well as maintenance and repair of the devices are not part of our offer.
If you have ordered or purchased equipment from us, our cockpit functionality ("Cockpit") is available to you via our website. The Cockpit gives you an overview of current and past orders. In addition, data regarding your purchases, unit details, warranty period, etc. of the equipment can be viewed. The Cockpit moreover gives you the option of managing units. For this purpose, we offer you the functionality to assign certain users (you may use an alias) to the devices purchased from us. Such assignment is also possible to devices that you have added manually to the Cockpit.
§ 3 PRICES AND PAYMENT
- All prices quoted by us are in EURO plus any applicable statutory value added tax. Any public charges shall be borne by you.
- Payments are made by credit card or invoice depending on the agreement between you and us.
§ 4 DELIVERY CONDITIONS
- Deliveries are made from our warehouse in Berlin or from the warehouse of a subcontractor.
- The availability of the equipment and its delivery date are based on the information provided by us. The delivery periods and delivery dates refer to the times of handover to the forwarding agent, carrier or other third party commissioned with the transport.
- The delivery and performance periods may be extended - notwithstanding your rights arising from default - by the period during which you fail to meet your contractual obligations.
- We shall not be liable for an impossibility of delivery or for delays in delivery insofar as these are caused by force majeure or other events unforeseeable at the time of conclusion of the contract, in particular unforeseeable natural events (such as storms, lightning strikes, pandemics), sovereign measures (such as embargoes, war, import or export bans) or strikes, acts of sabotage and terrorist attacks. Insofar as such events make our delivery or performance significantly more difficult or impossible and the impediment is not only of temporary duration, we are entitled to withdraw from the contract. In the event of obstacles of temporary duration, the delivery and service deadlines shall be extended or the delivery or service deadlines shall be postponed by the period of the obstacle plus a reasonable start-up period. Insofar as you cannot reasonably be expected to accept the delivery or service as a result of the delay, you may withdraw from the contract by immediate written declaration (also by fax and e-mail) to us.
- If we are in default with a delivery or service or if a delivery or service becomes impossible for us, for whatever reason, our liability for damages shall be limited in accordance with § 8 of these General Terms and Conditions.
- You shall inspect the devices for function and completeness immediately after delivery and notify us of any defects immediately by e-mail to email@example.com (obligation to inspect and notify defects). If you do not assert any defects immediately, the devices shall be deemed to be free of defects upon delivery, insofar as a defect asserted later would have been recognizable upon performance of the agreed inspection, Otherwise, the provisions under § 7 shall apply.
§ 5 PLACE OF PERFORMANCE, SHIPPING, PACKAGING, TRANSFER OF RISK
- The place of performance for all obligations arising from the contractual relationship is Berlin, unless otherwise specified.
- We will select the shipping method and packaging at our discretion.
- The risk shall pass to you at the latest when the delivered equipment is handed over to the forwarding agent, carrier or other third party designated to carry out the shipment. If the shipment or handover is delayed due to a circumstance the cause of which lies with you, the risk shall pass to you from the day on which you do not accept the offered performance. In such a case, you shall bear the costs of storage. Insofar as shipment of the ordered equipment is agreed, you shall bear the risk of loss or deterioration from the moment when the ordered equipment is shipped directly to you by us or by a subcontractor of ours.
§ 6 RESERVATION OF OWNERSHIP
- We retain title to the equipment delivered by us until the purchase price (including VAT) for the equipment in question has been paid in full.
- If you resell the delivered, unpaid equipment, you hereby assign to us by way of security any claims against third parties arising therefrom.
- If third parties gain access to the delivered equipment, in particular through seizure, you will immediately inform these third parties of our ownership. You will inform us of this to enable us to enforce our ownership rights. If the third party does not reimburse the costs incurred by us as a result, you will be liable to us for this.
§ 7 STATUTORY WARRANTY
- We provide a statutory warranty in the event of a breach of material contractual obligations. Material contractual obligations are those obligations whose breach jeopardizes the achievement of the purpose of the contract, whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance you regularly rely.
- We shall be liable without limitation under the statutory warranty for damages due to intentional conduct, for guaranteed characteristics, for injury to life, limb or health or under the Product Liability Act.
- We shall be liable without limitation under the statutory warranty for intentional and grossly negligent conduct.
- The warranty period for the statutory warranty is one year.
- Otherwise, the statutory warranty is excluded.
§ 8 VOLUNTARY WARRANTY
1. We grant you a voluntary warranty on the used equipment according to the following provisions:
- The warranty period is 12 months and starts with the invoice date of the respective device.
- The warranty only applies to the supplied hardware. No warranty is given for supplied software.
- The warranty does not cover the following components: wear parts, such as in particular hinges, levers, flaps or wear marks in the keyboard or input area, batteries, capacitors, fans, heat-conducting agents, as well as for discoloration. Furthermore, normal wear or wear caused by intensive use is not covered by the warranty. Also excluded is the breaking or tearing of screens, as well as serial defects that have been communicated on the manufacturer's website.
- No warranty is given for damage caused by force majeure and external effects on the equipment, including but not limited to fire, radiation, frost, sun/heat, floods, and damage caused by liquids, computer viruses, programming errors, software errors, external force or impact.
- Furthermore, the warranty is excluded if you modify or repair the devices yourself or have them repaired by third parties, or if you have used or handled the devices improperly or unusually.
2. In the event of a warranty claim, we will provide you with a replacement device of the same or a comparable type, age and condition, which is at least equivalent to the device previously used. The remaining warranty period will continue for replacement devices.
3. We will bear the costs of sending in the defective devices and returning the replacement devices, provided that there is a justified warranty case and, in particular, the warranty is not excluded under the above conditions. Otherwise, we reserve the right to charge you EUR 25 per device for shipping costs and handling.
4. Please make sure that any passwords (including BIOS or setup passwords), access codes and locking devices (including IDs for activation services) have been removed from devices returned under warranty. Otherwise, we reserve the right to charge you an expense fee of EUR 25,- per device.
5. Furthermore, you are responsible for ensuring that no personal data is located on the devices sent in.
§ 9 LIABILITY
- Our liability for damages due to tortious acts shall be limited, insofar as fault is involved, in accordance with the provisions of this paragraph.
- We shall not be liable in the event of ordinary negligence on our part or on the part of our vicarious agents, unless this involves a breach of material contractual obligations. Material contractual obligations are those obligations whose breach jeopardizes the achievement of the purpose of the contract, whose fulfillment makes the proper execution of the contract possible in the first place, and whose fulfillment you regularly rely on.
- Insofar as we are liable on the merits for damages due to breach of material contractual obligations, this liability shall be limited to damages which could be foreseen as a possible consequence of a breach of contract at the time of conclusion of the contract or which should have been foreseen by exercising due care. Indirect damages and consequential damages due to breach of material contractual obligations which are the consequence of defects of the delivered devices shall only be compensable insofar as such damages are typically to be expected when using the delivered devices as intended.
- The limitations of § 9 shall not apply to our liability for intentional or grossly negligent conduct, for guaranteed characteristics, for injury to life, limb, or health or under the Product Liability Act. In this respect we shall have unlimited liability.
§ 10 RIGHTS OF WITHDRAWAL
- If you are in default of acceptance, we are entitled to withdraw from the purchase contract concluded with you and to claim damages.
- If we claim damages, these shall amount to a flat rate of 15% of the sales price. You have the option of proving that we have not suffered any damage at all, or that we have suffered less damage. In this case, the damages shall be set at a correspondingly lower amount. If we prove that we have suffered greater damage, we may also claim higher damages.
§ 11 FINAL PROVISIONS
- The place of jurisdiction for any disputes arising from the business relationship between us and you shall be, at our discretion, Berlin or the registered office of your company. Berlin shall be the exclusive place of jurisdiction for actions against us. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.
- The relationship between us and you shall be governed exclusively by the laws of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) and the conflict of laws provisions shall not apply.